Phunware (PHUN) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on December 17, 2025, with voting open to shareholders of record as of October 23, 2025.

• Four main proposals will be voted on: election of two directors, ratification of the independent auditor, advisory vote on executive compensation, and advisory vote on the frequency of future say-on-pay votes.

• The Board recommends voting for all director nominees, for the auditor ratification, for executive compensation, and for a three-year frequency on say-on-pay votes.

• Proxy materials and the 2024 Annual Report are available online, and shareholders are encouraged to vote by proxy even if not attending.

Voting matters and shareholder proposals

• Shareholders will elect two Class I directors for three-year terms expiring in 2028.

• Ratification of CBIZ CPAs P.C. as the independent registered public accounting firm for fiscal year 2025 is up for vote.

• Advisory votes include approval of named executive officer compensation and the frequency of future say-on-pay votes, with the Board recommending every three years.

• Shareholder proposals for the 2026 meeting must be submitted by July 3, 2026 (Rule 14a-8) or between August 17 and September 16, 2026 (other proposals/nominations).

Board of directors and corporate governance

• The Board consists of four members, three of whom are independent under Nasdaq rules.

• The Board is divided into three staggered classes, with Class I up for election in 2025.

• Board leadership is separated between the Chairperson and the CEO roles.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, all composed of independent directors.

• Corporate Governance Guidelines and a Code of Business Conduct and Ethics are in place and publicly available.